-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FNHxMmcB/j6llJ2H2GjJGFkH6iDLhkOpUO1sP6N9I7Y+Xd8D7P9DbRG+IEK8MaFo S8QmvUHO6f5JGQu+8g7ToA== 0000950136-01-500713.txt : 20010628 0000950136-01-500713.hdr.sgml : 20010628 ACCESSION NUMBER: 0000950136-01-500713 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010627 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IEH CORPORATION CENTRAL INDEX KEY: 0000050292 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC CONNECTORS [3678] IRS NUMBER: 135549345 STATE OF INCORPORATION: NY FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-38983 FILM NUMBER: 1668873 BUSINESS ADDRESS: STREET 1: 140 58TH ST BLDG B UNIT 8E CITY: BROOKLYN STATE: NY ZIP: 11220 BUSINESS PHONE: 7184924440 MAIL ADDRESS: STREET 1: 369 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL ELECTRONIC HARDWARE CORP DATE OF NAME CHANGE: 19890123 FORMER COMPANY: FORMER CONFORMED NAME: INDUSTRIAL HEAT TREATING CO INC DATE OF NAME CHANGE: 19670926 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEISS GERARD CENTRAL INDEX KEY: 0001136748 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 16 RUE DE LA MARE CHANTREUIL F-78 490 STREET 2: MERE PAR MONTFORD L AMAURY FRANCE MAIL ADDRESS: STREET 1: 16 RUE DE LA MARE CHANTREUIL F-78 490 STREET 2: MERE PAR MONTFORD L AMAURY FRANCE SC 13D/A 1 file001.txt AMENDMENT TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* IEH CORPORATION (Name of Issuer) Common Stock, par value $.50 per share (Title of Class of Securities) 456092 10 5 (CUSIP Number) Gerard Deiss 16 Rue De La Mare Chantreuil F-78.490 Mere Par Montfort L'Amaury, France 1.34.86.13.32 (Name, Address and Telephone Number of Person Authorized to Received Notices and Communications) June 23, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of "240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See '240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 456092 10 5 SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gerard Deiss N/A - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION France - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES None BENEFICIALLY --------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH None REPORTING --------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER None --------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON None - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- Gerard Deiss hereby amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on January 25, 1988, as amended by Amendment No. 1 filed with the SEC on September 28, 1988, Amendment No. 2 filed with SEC on January 18, 1989, Amendment No. 3 filed with the SEC on July 12, 1989, Amendment No. 4 filed with the SEC on December 14, 1989, Amendment No. 5 filed with the SEC on December 11, 1990, and as further amended by Amendment No. 6 filed with the SEC on March 16, 2001 (the "Schedule") as follows: This Schedule relates to the common stock, par value $.50 per share ("Common Stock"), of IEH Corporation, a New York corporation (the "Company"). "Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule is hereby amended by adding the following text: On June 23, 2001, all of the 547,000 shares of Common Stock owned by Mr. Deiss were sold by him to Michael Offerman in a private transaction at a per share price of $.15 or an aggregate of $82,050. Accordingly, Mr. Deiss ceased to be the beneficial owner of more than five percent of the shares of Common Stock of the Company on such date. See Item 7." "Item 7. Material to be filed as Exhibits. Item 7 of the Schedule is hereby amended by adding the following text: (a) Stock Purchase Agreement, dated May 29, 2001, by and between Gerard Deiss and Michael Offerman." 3 Signature. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 27, 2001 /s/ Gerard Deiss ----------------------------- Gerard Deiss 4 EX-99.A 2 file002.txt SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Share Purchase Agreement ("Agreement") entered into on the 29th day of May 2001 by and between Gerard Deiss, residing at 16 Rue De La Mare Chantreuil, F-78.490, Mere Par Montfort, L'Amaury, France ("Seller"), and Michael Offerman, with an office c/o IEH Corporation, 140 58th Street, Suite 8E, Brooklyn, New York 11220 ("Buyer"). W I T N E S S E T H WHEREAS, Seller is the owner of five hundred forty-seven thousand (547,000) shares of common stock (the "Shares") of IEH Corporation, a New York corporation (the "Corporation"), representing 23.7% of the Corporation's presently issued and outstanding securities; WHEREAS, the Buyer desires to purchase the Shares, and Seller desires to sell the Shares to the Buyer, on the terms and conditions hereinafter contained. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, receipt of which is acknowledged, the parties hereby agree as follows: 1. PURCHASE OF SHARES (a) Subject to the terms and conditions set forth in this Agreement, the Seller hereby sells to the Buyer, and the Buyer hereby purchases from the Seller, the Shares, for a total purchase price of $82,050 (the "Purchase Price"). (b) The Purchase Price being paid to the Seller is being paid by delivery of a certified check payable to Hartman & Craven LLP. 2. A REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller hereby represents, warrants and agrees as follows: (a) The Seller is the sole owner, of record and beneficially, free and clear of any liens or encumbrances, and has complete and unrestricted power and the right to sell to the Buyer, the Shares being sold hereby, and has good and marketable title thereto. The Seller is not a party to or bound by any subscriptions, options, warrants, calls, commitments or rights to purchase, or any other agreements relating to any of the Shares. - 1 - (b) The Seller has the right, power, legal capacity and authority to execute and deliver this Agreement and to perform his obligations under this Agreement and no approvals of any person are required in connection therewith. (c) This Agreement has been duly and validly executed and delivered by the Seller and constitute the valid and binding obligations of the Seller, enforceable against him in accordance with its terms. (d) There are no actions, suits or proceedings pending against the Seller, or to the best of his knowledge, threatened against him which affects this Agreement. 2. B. REPRESENTATIONS AND WARRANTIES OF THE BUYER. The Buyer hereby represents, warrants and agrees as follows: (a) The Buyer has the right, power, legal capacity and authority to execute and deliver this Agreement and to perform his obligations under this Agreement and no approvals of any person are required in connection therewith. (b) This Agreement has been duly and validly executed and delivered by the Buyer and constitutes the valid and binding obligations of the Buyer, enforceable against him in accordance with its terms. (c) There are no actions, suits or proceedings pending against the Buyer, or to the best of his knowledge, threatened against him which affects this Agreement. 3. CLOSING. (a) DELIVERIES TO THE BUYER. The Seller hereby delivers to the Buyer the following: (i) a stock certificate evidencing the Shares being purchased by the Buyer, registered in the name of the Seller; and (ii) a stock power executed in blank. (b) DELIVERIES TO THE SELLER. The buyer hereby delivers to the seller the following: (i) a certified check payable to the order of Hartman & Craven LLP in the amount specified pursuant to Paragraph 1(a) hereof. - 2 - 4. BROKERAGE The Seller and the Buyer each represent and warrant to the other that no finder's fee and/or business brokerage commission is payable to any person, firm or corporation by virtue of the execution and delivery of this Agreement and the consummation of the transactions provided for in this Agreement, and each agrees to indemnify and hold harmless the other from and against any claims, costs, liabilities and expenses incurred by virtue of any claim that a finder's fee and/or business brokerage fee is due and payable hereunder by virtue of any action of the indemnifying party. 5. MISCELLANEOUS (a) BENEFIT OF PARTIES. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and assigns. (b) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (c) FURTHER ASSURANCES. All parties agree that after the Closing, they will from time to time, upon the request of the other party and without further consideration, execute, acknowledge and deliver in proper form any further instruments and take such other action as such other party may reasonably require in order to effectively carry out the intent of this Agreement. (d) HEADINGS. The captions of the Sections and Articles of this Agreement are solely for convenience of reference and shall not be deemed to affect the meaning or interpretation hereof. (e) NOTICES. All notices, requests, demands or other communications which are required or permitted to be given pursuant to the terms of this Agreement shall be in writing and delivery shall be sufficient in all respects if delivered personally, by facsimile, or sent by registered or certified mail, return receipt requested, postage prepaid, to the other parties' addresses set forth in the preamble of this Agreement, or to such other address as may be specified by any party by notice given in accordance with the foregoing, within the case of the Buyer, a copy to: [ ] - 3 - and in the case of the Seller, with a copy to: Joel I. Frank, Esq. Hartman & Craven LLP 460 Park Avenue New York, New York 10022 (f) ENTIRE AGREEMENT; EXPENSES. This Agreement contains the entire agreement and understanding of the parties hereto as to the subject matter hereof. There are no representations, promises, warranties, covenants, agreements or undertakings other than those expressly set forth or provided for in this Agreement. This Agreement supersedes all prior written or oral agreements and understandings between the parties with respect to the transactions contemplated by this Agreement. Each party shall bear its respective expenses of preparing and negotiating this Agreement. (g) SURVIVAL. All representations, warranties, agreements, covenants, obligations, undertakings and indemnities made by the parties to this Agreement shall survive the closing and the consummation of the transactions contemplated hereby. (h) AMENDMENT AND WAIVER. No term or provision of this Agreement may be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties hereto. Any waiver shall be effective only in accordance with its express terms and conditions and such waiver shall not affect or impair the waiving party's rights in respect to any other covenant or default hereunder. (i) GOVERNING LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed fully in such State, without giving effect to the principles of conflict of law thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written. /s/ Gerard Deiss ---------------------- Gerard Deiss /s/ Michael Offerman ---------------------- Michael Offerman - 4 - -----END PRIVACY-ENHANCED MESSAGE-----